2nd Aug 2010 13:29
2 August 2010
Ludgate Environmental Fund Limited (LEF.L)
("Ludgate Environmental" or the "Company")
Results of the Extraordinary General Meeting ("EGM")
Results of Placing
Management Reorganisation
Board changes
EGM
The Board of Ludgate Environmental Fund Limited announce that, at the EGM of the Company held on Monday, 2nd August 2010, all the resolutions were duly passed.
Special Resolution 1 authorised the Company, subject to various conditions outlined in the Notice, to issue up to 25 million new participating shares of no par value ("Shares"); the issue authority may be used for other non-pre-emptive issues of Shares in the future as well as in connection with the Placing.
Special Resolution 2 authorised the Company, subject to the conditions outlined in the Notice, to amend the Articles of Association in regards to the management reorganisation.
The Ordinary Resolution increased the cap on the aggregate annual fees for directors from £100,000 to £160,000 in accordance with article 20.03 of the Company's Articles of Association.
Placing
The Company is also pleased to announce that it has placed 10,293,365 new Shares at a price of 97.15 pence per share ("Placing Shares'), being the NAV per share at 30th June 2010 less an amount equal to the declared interim dividend of 1.65p per share. The net proceeds of the placing will be £9.8 million.
It is anticipated that the Placing Shares will be admitted, subject to allotment, to trading on AIM and dealings are expected to commence on 6th August 2010.
Following the admission, there will be 56,259,784 Shares in issue.
Management Reorganisation
As set out in the RNS announcement and circular published by the Company on 9 July, the passing of Resolution 2 will allow the Company to implement its proposed management reorganisation. Following the reorganisation, which remains subject to the consent of the Jersey Financial Services Commission ("JFSC"), Ludgate Fund Management (Environmental) (Jersey) Limited will cease to be the Company's investment manager. Instead, the Company's board will make investment decisions, based on advice received from Ludgate Investments Limited, the Company's current investment adviser. A revised investment advisory agreement, which is on terms substantially the same as the former agreement and is conditional on JFSC approval, has been put in place to reflect the new arrangements.
Board
As announced on 9 July, the Company confirms that Douglas Maccabe and Helen Grant will step down from the Board once JFSC consent to their resignations is received. The Board would like to thank Mr Maccabe and Ms Grant for their valuable contribution to the Company.
The Board is pleased to announce that Donald Adamson and David Pirouet have each agreed to be appointed to the Board once JFSC consent to such appointments is obtained. Brief biographical details of Messrs Adamson and Pirouet are set out below, in accordance with AIM Rule 17.
Donald Lindsay Adamson (aged 51)
Donald Adamson is a resident of Jersey and Chairman of the Offshore Committee of the Association of Investment Companies. He has 28 years' experience of fund management, private equity and corporate finance. Currently he manages his family's private office and serves on the boards of a number of listed and privately held investment companies. He holds an MA from University College, Oxford, carried out graduate research at Nuffield College, Oxford and is a Member of the Securities Institute.
Donald Adamson's directorships and partnerships in the last 5 years are listed below
Current |
Past |
Pantheon Asia Fund IV Ltd |
JP Morgan Progressive Multi-Strategy Fund Ltd |
Pantheon USA VII Fund Ltd |
F&C Commercial Property Trust |
Pantheon Europe Fund V GB Ltd |
Gsteig Ltd |
Pantheon Global Secondary Fund III GB Ltd |
Hanseatic Asset Management LBG |
Pantheon Europe Fund VI GB Ltd |
Meridian Asset Management (CI) Ltd |
Pantheon Infrastructure Fund GB Ltd |
Equity Partnership Investment Co Ltd |
Cambium Global Timberland Ltd |
Hotel Corporation plc |
Ludgate Fund Management (Environmental) Jersey Ltd |
EPIC Reconstruction plc |
Research & Consulting Associates Ltd |
Pantheon USA Fund Ltd |
Forbes Ltd |
450 Wire Free Systems Fund Ltd |
Daglingworth Ltd |
Juno International Participations Ltd |
Park Heights Ltd |
Juno Participations (Canada) Ltd |
Saanen Ltd |
|
Launen Ltd |
|
Network CPD Ltd |
|
Pantheon Asia Fund Ltd |
|
Pantheon USA Fund II Ltd |
|
Pantheon Europe Ltd |
|
Pantheon Asia Fund II Ltd |
|
Pantheon USA Fund III Ltd |
|
Pantheon Global Secondary Fund Ltd |
|
Pantheon Europe II Fund Ltd |
|
Pantheon USA IV Ltd |
|
Pantheon Asia Fund III Ltd |
|
Pantheon Europe Fund III Ltd |
|
Pantheon USA Fund V Ltd |
|
Pantheon Global Secondary Fund II Ltd |
|
Pantheon USA Fund VI Ltd |
|
Pantheon Europe Fund V Ltd |
|
Invesco Leveraged High Yield Fund Ltd |
|
Lindsell Train Investment Trust plc |
|
Lindsell Train Japan (General Partner) Inc |
|
Lindsell Train Global Media (General Partner) Inc |
|
David Robert Pirouet (aged 56)
David Pirouet, a Jersey resident, is a qualified accountant. He was an audit and assurance partner for 20 years with PricewaterhouseCoopers CI LLP ("PwC") until he retired in June 2009. He specialised in the financial services sector, in particular in the alternative investment management area. He also led PwC's Channel Islands hedge fund management practice for over four years.
Since retiring from PwC, Mr. Pirouet has carried out a four month project for the Chief Minister's Department in the States of Jersey, reporting to the Director for International Finance, and he has been appointed as a non-executive director of GCP Infrastructure Investments Ltd, a non-executive director of the General Partner to the CEE Special Situations Fund LP and as a non-executive director of the General Partner to the AEGON Target Healthcare Property Unit Trust.
Mr. Pirouet is regulated by the JFSC for the provision of services as a non-executive director. Mr. Pirouet has worked in London and Canada as well as the Channel Islands.
David Pirouet's directorships and partnerships in the last 5 years are listed below:
Current |
Past |
D.L.R.S. Advisory Services Ltd |
PwC Channel Islands Ltd |
Emperor Marine Ltd |
PwC Properties (Jersey) Ltd |
CRG Fund Management (Jersey) Ltd |
PwC Pension Scheme Trustees Ltd |
AEGON Target Healthcare General Partner Ltd |
PricewaterhouseCoopers CI LLP |
GCP Infrastructure Investments Ltd |
PwC Tax and Treasury Services Ltd |
|
PwC Properties (Guernsey) Ltd |
|
Midhurst Properties Ltd |
|
Pembroke House Ltd |
|
Sept Up Ltd |
|
Twenty Two Colomberio Ltd |
|
Harle Syke Ltd |
For further information contact:
Ludgate Environmental Fund Limited +44 (0) 1534 609000
John Shakeshaft, Chairman
Ludgate Investments Limited +44 (0) 20 7621 5770
Nick Pople / Nigel Meir
PricewaterhouseCoopers LLP (Nomad) +44 (0) 20 7213 8898
Melville Trimble
Matrix Corporate Capital LLP (Broker) +44 (0)20 3206 7175
Paul Fincham
Shared Value +44 (0) 20 7321 5038
Paul Edsinger
Related Shares:
LEF.L